Drägerwerk AG & Co. KGaA: Dräger resolves capital increase of preferred shares (ISIN: DE0005550636) against cash contributions from authorized capital

Drägerwerk AG & Co. KGaA / Key word(s): Capital Increase
Drägerwerk AG & Co. KGaA: Dräger resolves capital increase of preferred shares (ISIN: DE0005550636) against cash contributions from authorized capital

20-Apr-2020 / 17:46 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Disclosure of an inside information according to Article 17 MAR

Drägerwerk AG & Co. KGaA: Dräger resolves capital increase of preferred shares (ISIN: DE0005550636) against cash contributions from authorized capital

The Management Board of Drägerwerk Verwaltungs AG, the personally liable shareholder of Drägerwerk AG & Co. KGaA ("Dräger" or "Company"), has resolved, with the approval of the Dräger Supervisory Board, to increase the Company's share capital against cash contributions and under exclusion of shareholders' subscription rights by issuing up to 1,000,000 new no par value preference bearer shares. This represents approximately 5.63% of the share capital. The share capital is to be increased through the partial utilization of the authorized capital resolved at the Annual Shareholders Meeting held on 27 April 2016. The newly issued preference bearer shares will have a dividend entitlement from 1 January 2019.

The new preference bearer shares will be offered to institutional investors in a private placement by way of an accelerated bookbuilding process. The Dräger family supports the capital increase and intends to participate in the transaction through the Chief Executive Officer Stefan Dräger as well as the Dr. Heinrich Dräger GmbH. The private placement will commence immediately after publication of this notification. Following the capital increase, Dräger has agreed to a customary lock-up period of 6 months, subject to standard market exceptions.

The Offer Price of the new preference shares will be determined by the Company following completion of the accelerated bookbuilding process and is expected to be announced on 21 April 2020.

The new preference shares are expected to be admitted to trading without a prospectus on 22 April 2020, and on 23 April 2020, included in the quotation of the existing shares on, among others, the regulated market of the Frankfurt Stock Exchange (Prime Standard).

Dräger intends to terminate the series A (ISIN: DE0005550651) and K (ISIN: DE0005550677) participation certificates (Genussscheine) already in April 2020 resulting in a buyback value of approximately EUR 157 million. The net proceeds from the capital increase will partially finance the termination of the series A and K participation certificates and strengthen the liquidity and equity base in light of the high order intake resulting from the current Covid-19 pandemic.

The contemplated termination of the participation certificates series A and K would result in an increase in earnings per ordinary and preference share of approximately 5% (pro forma as of 31 December 2019, without consideration of financing costs, fully distributed and accounting for effects of the already terminated participation certificates series D). The termination of participation certificates of series A and K would be effective from the end of fiscal year 2020.

Drägerwerk AG & Co. KGaA
Moislinger Allee 53-55
23558 Lübeck, Deutschland
www.draeger.com

Investor Relations:
Thomas Fischler
Tel. +49 451 882-2685
thomas.fischler@draeger.com

Corporate Communications:
Melanie Kamann
Tel. +49 451 882-3998
melanie.kamann@draeger.com

Disclaimer

Drägerwerk AG & Co. KGaA is solely responsible for the contents of this announcement. This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities of Drägerwerk AG & Co. KGaA. In connection with this transaction there has not been, nor will there be, any public offering of the New Shares.

The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons reading this announcement should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This document and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Canada, Australia or Japan. This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities of Drägerwerk AG & Co. KGaA in the United States. The Shares of Drägerwerk AG & Co. KGaA have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

The offer referred to herein, when made in member states of the European Economic Area and the United Kingdom, is only addressed to and directed to "qualified investors" within the meaning of Article 2(e) the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and includes any relevant delegated regulations.

For readers in the United Kingdom, this announcement is only being distributed to and is only directed at Qualified Investors who are (i) outside the United Kingdom or (ii) investment professionals falling within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The New Shares are expected to only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

This announcement contains forward-looking statements that are subject to certain risks and uncertainties. The future financial results can significantly differ from the currently anticipated results as a result of various risks and uncertainties, including changes in the business, financial and competitive landscape, uncertainties related to legal disputes or investigations and the availability of funds. Drägerwerk AG & Co. KGaA assumes no obligation to update the forward-looking statements included in this announcement. Forward-looking statements speak only as of the date they are made.

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